Sell-Side Advisory
From the valuation opinion to the wire.
A sell-side engagement runs six to nine months and roughly four hundred hours. Here's what happens in them.
The process
Assessment and valuation opinion
Three years of financials, recast earnings, comparable transactions, and a written valuation range delivered in person. This work is unpaid and it happens before you sign anything. It's also the honest test of whether we're useful to you.
Preparation · six to eight weeks
The financial book, with substantiated add-backs. A quality-of-earnings self-review that finds what the buyer's provider will find. The confidential information memorandum. A blind teaser. A scored buyer list. A populated data room.
Market · six to ten weeks
Teasers out, non-disclosure agreements executed, memorandum released to qualified parties, management calls, indications of interest.
Letters of intent
Indications become letters. We compare them on a written matrix across price, structure, financing certainty, escrow, earnout terms, working capital treatment, and what the buyer intends to do with the business afterward. The highest number is frequently not the best deal, and the difference is usually visible in that matrix.
Diligence · sixty to ninety days
Request tracking, quality-of-earnings support, coordination among counsel on both sides, lender management, and a weekly all-hands call. This is where transactions die.
Close
Funds flow, closing checklist, signatures, wire confirmation, transition plan.
Legal work, at a fixed cost.
Most sellers at this size discover their legal fees at the end, after the hours have been run. We do it the other way. Transaction counsel is engaged directly by you at a flat fee we negotiate, and the cost is covered inside our fee.
You get an experienced transaction lawyer whose bill cannot surprise you, and we get a document process that runs on our timeline instead of someone's billing calendar.
Four gates.
The process has four points where we stop and decide whether to continue rather than proceeding because the calendar says to.
We won't take an engagement unless the financials will survive underwriting, your price expectation is within reach of the valuation opinion, and every equity holder and spouse is aligned. We won't go to market until the book is complete and you've approved the range in writing. We won't grant a buyer exclusivity without proof of funds, a named quality-of-earnings provider, and working capital methodology agreed in the letter of intent rather than deferred. And we won't proceed to close until financing is committed rather than indicated.
Every one of those gates is a place where an advisor paid on volume would push forward. That's the reason they're written down.
Fees.
A monthly retainer during the engagement, credited against the success fee. The success fee itself is a declining scale against total transaction value, with an incentive tier above a target price we agree in writing at the outset.
That last piece matters more than it sounds. If your advisor earns the same percentage whether the deal closes at $4 million or $5.2 million, the advisor's incentive is to close. The incentive tier is how you know the advisor is working the last $300,000 as hard as the first $3 million.
We define total transaction value in the engagement letter, in detail, including seller notes, assumed debt, earnout at maximum, and consulting payments. That definition is the most commonly argued term in advisory agreements, and it should be settled before you sign rather than after you close.
The first conversation costs nothing and commits you to nothing.
Most owners who call are eighteen months out and not sure they're ready to say so out loud. That's the right time to call.
Schedule a confidential conversation
Response within one business day.